8-K/ALeadership ChangesExhibits & Filings

FIFTH THIRD BANCORP 8-K/A Report, Executive Changes (Apr 17, 2015)

Filed April 17, 2015For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

This Form 8-K/A filing from Fifth Third Bancorp (FITB) serves as an amendment to a previous report, clarifying details regarding the appointment and committee assignment of a new director, Katherine B. Blackburn. The amendment announces that Ms. Blackburn has been appointed to the Audit Committee of the Board of Directors. Investors should note that Ms. Blackburn is also the Executive Vice President and a principal owner of the Cincinnati Bengals, a professional football team with significant sponsorship and advertising arrangements with Fifth Third Bancorp. These arrangements, totaling over $7.9 million under a new 5-year contract, raise potential related-party transaction considerations that have been disclosed by the company. Additionally, the report confirms that Fifth Third Bancorp engages in lending to its directors and executive officers, including Ms. Blackburn and related entities, on terms consistent with market standards and without increased risk.

Key Highlights

  • 1Katherine B. Blackburn appointed to the Audit Committee of Fifth Third Bancorp's Board of Directors.
  • 2This appointment clarifies Ms. Blackburn's committee assignments following her initial election as a Director on December 15, 2014.
  • 3Ms. Blackburn is a significant figure with the Cincinnati Bengals, serving as Executive Vice President and a principal owner.
  • 4Fifth Third Bancorp has substantial sponsorship and advertising arrangements with the Cincinnati Bengals, with a new 5-year contract valued at over $7.9 million.
  • 5The company disclosed Ms. Blackburn as a related party due to her ties with the Cincinnati Bengals and the existing financial arrangements.
  • 6Fifth Third Bancorp also engages in lending to directors and executive officers, including Ms. Blackburn and related entities, under standard business terms.
  • 7The Board of Directors' size was increased to thirteen to accommodate Ms. Blackburn's appointment.

Frequently Asked Questions

This filing is an amendment to a previous 8-K report to provide an update on the committee assignments for newly appointed director Katherine B. Blackburn. Specifically, it announces her appointment to the Audit Committee.

Katherine B. Blackburn is the Executive Vice President and a principal owner of the Cincinnati Bengals. Fifth Third Bancorp has significant sponsorship and advertising agreements with the Cincinnati Bengals, including a recently extended 5-year contract valued at over $7.9 million.

The filing discloses Ms. Blackburn as a related party due to her position and ownership in the Cincinnati Bengals, given the substantial business arrangements between Fifth Third Bancorp and the Bengals. The company states these arrangements are on standard terms and that lending to related parties is conducted on terms comparable to those with unrelated parties and does not present an abnormal risk.

Yes, the filing states that Fifth Third Bancorp lends money to its Directors and Executive Officers, including Ms. Blackburn and related entities, on terms consistent with market standards and usual credit risks.